Introduction
1. Before this Court is a Notice of Motion application dated 20th February 2026 brought by the Plaintiffs seeking, principally, orders of temporary injunction restraining the Defendants from interfering with the ongoing development known as the Royal Links Hospital Project situated on land parcels MN/I/3867 and MN/I/3868. The Plaintiffs further seek access to the project site for purposes of inspection, valuation, and related professional assessment.
2. The application is opposed. Subsequent thereto, and before determination of the application, the Defendants filed a Notice of Preliminary Objection challenging the jurisdiction of this Court on the basis that the dispute substantially concerns ownership, possession, and title to land, and therefore falls within the jurisdiction of the Environment and Land Court under Article 162(2)(b) of the Constitution and Section 13 of the Environment and Land Court Act.
3. The Preliminary Objection having been raised after filing of the substantive application, the Court deems it appropriate to first determine the jurisdictional question, as jurisdiction is foundational to the validity of all proceedings before it.
Background of the Dispute
4. The dispute arises from a joint commercial arrangement between medical professionals and corporate entities for the development of a specialist private hospital known as the Royal Links Hospital Project.
5. The Plaintiffs’ case is that the 5th Plaintiff company was incorporated as a special purpose vehicle to house a joint investment between KRIMS Healthcare Solutions, the 3rd Defendant, and the Interested Party. It is their position that the parties agreed to pool resources to acquire land and develop a modern hospital intended to serve both local and international patients.
6. It is further alleged that the suit properties, being MN/I/3867 and MN/I/3868, were acquired for the benefit of the project and that all parties made financial contributions towards the same.
7. The Plaintiffs contend that disputes later arose regarding management, financial accountability, and exclusion from decision-making processes, culminating in their alleged denial of access to the project site.
8. The Defendants, on the other hand, contend that the dispute is purely commercial in nature, arising from internal disagreements within a corporate investment structure, and that the Plaintiffs have no proprietary rights over the suit land capable of supporting injunctive relief.
Preliminary Objection on Jurisdiction
9. The Court is guided by the principle set out in Mukisa Biscuit Manufacturing Co. Ltd v West End Distributors Ltd [1969] EA 696 that a preliminary objection must raise a pure point of law which is argued on the assumption that all facts pleaded are correct and which, if successful, may dispose of the entire suit.
10. Jurisdiction is unquestionably fundamental. The Supreme Court in Owners of the Motor Vessel “Lillian S” v Caltex Oil (Kenya) Ltd [1989] KLR 1 emphatically stated that jurisdiction is everything, and in its absence, a court must lay down its tools.
11. Further, in Samuel Kamau Macharia & Another v Kenya Commercial Bank Ltd & 2 Others [2012] eKLR, the Supreme Court reiterated that a court’s jurisdiction flows from the Constitution or legislation and cannot be assumed or expanded by judicial craft.
12. The Court of Appeal in The Speaker of the National Assembly v James Njenga Karume [1992] eKLR also emphasised that where a statute provides a clear dispute resolution mechanism, it must be strictly adhered to.
13. The issue before this Court, however, is not whether jurisdiction is important, but whether the objection raised is merited and indeed points to a want of jurisdiction. We must also interrogate whether the preliminary objection qualifies as a pure point of law capable of disposal without interrogation of contested facts.
14. The pleadings reveal a dispute that is not singular in character. On one hand, it involves land ownership, possession, and development. On the other hand, it is deeply rooted in corporate shareholding, investment contributions, governance structures, fiduciary obligations, and management of a joint venture vehicle established to implement the project. The Plaint has 12 prayers, two of which touch on land and the others relate to the disputes around the shareholding and management of the company
15. Jurisdiction being paramount, the Court is enjoined to determine it on the basis of the true nature and substance of the dispute rather than the form in which it is presented. The Supreme Court in Republic v Karisa Chengo & 2 Others [2017] eKLR reaffirmed that jurisdiction is derived from the Constitution and statutes and must be exercised strictly within the allocated constitutional boundaries of each superior court.
16. However, it is equally settled that jurisdiction cannot be determined in abstraction without a clear appreciation of the factual matrix giving rise to the dispute. The Court must look at the real controversy between the parties rather than isolated aspects of pleadings.
17. In the present case, determining whether the dispute is purely a land matter or a commercial shareholder dispute would require an examination of evidence relating to contributions, agreements, corporate structure, and alleged understandings between the parties.
18. This necessarily takes the matter outside the realm of a pure point of law.
19. The Court therefore finds that the Preliminary Objection does not meet the threshold established in Mukisa Biscuit Manufacturing Co. Ltd v West End Distributors Ltd (supra) and is accordingly dismissed.
Application for Temporary Injunction
20. The Court now turns to the Notice of Motion seeking injunctive relief.
21. The principles governing interlocutory injunctions are well settled in Giella v Cassman Brown & Co. Ltd [1973] EA 358, Mrao Ltd v First American Bank of Kenya Ltd [2003] KLR 125, and Nguruman Limited v Jan Bonde Nielsen & 2 Others [2014] eKLR.
22. The Court must consider whether the Plaintiffs have established a prima facie case with a probability of success, whether they would suffer irreparable harm not compensable in damages, and, if in doubt, where the balance of convenience lies.
Prima Facie Case
23. The Plaintiffs assert that they made substantial financial contributions towards the acquisition and development of the suit property and that the project was undertaken as a joint venture under the 5th Plaintiff company.
24. They further allege that the Defendants have unilaterally taken control of the project, excluded them from participation, and interfered with their access to the project site.
25. The Defendants contest these assertions but do not entirely deny the existence of a commercial arrangement or financial participation by the Plaintiffs.
26. At this interlocutory stage, and without making final determinations on evidence, the Court is satisfied that the Plaintiffs have established an arguable prima facie case founded on alleged contributions, participation in a joint venture structure, and alleged exclusion from the project.
Irreparable Harm
27. Notwithstanding the existence of a prima facie case, the Court must consider whether the Plaintiffs would suffer irreparable harm incapable of being compensated by damages.
28. The Court finds that the dispute is fundamentally commercial in nature. The alleged contributions, shareholding interests, project participation rights, and any loss arising therefrom are all quantifiable and capable of restitution through monetary compensation, accounts, valuation, or declaratory relief.
29. The Plaintiffs have not demonstrated that the continued construction of the hospital project would result in loss that cannot be adequately remedied by damages at the conclusion of the trial.
30. On the contrary, halting a large-scale medical infrastructure project would occasion significant prejudice to the project itself, contractors, financiers, and the broader public interest in healthcare delivery.
31. The Court therefore finds that the threshold of irreparable harm has not been satisfied.
Balance of Convenience
32. The project is already underway and involves significant financial investment and ongoing contractual obligations.
33. The balance of convenience tilts in favour of allowing the project to proceed uninterrupted, subject to preservatory safeguards to protect the interests of all parties pending determination of the suit.
Final Orders
34. In the result, the Court makes the following orders.
1. The Notice of Preliminary Objection dated 9 th March 2026 is hereby dismissed for failing to meet the threshold of a pure point of law and for requiring interrogation of contested facts in determining the real nature of the dispute. Further, the disputes also relate to corporate shareholding, investment contributions, governance structures, fiduciary obligations, and the management of a joint venture vehicle established to implement the project and not the land as such.
2. As for the application dated 20 th February 2026, the court finds that the key prayers sought are not merited but the applicant partially succeeds. The Court issues the following preservatory orders:
a.The suit properties known as MN/I/3867 and MN/I/3868 shall not be sold, transferred, or otherwise alienated pending the hearing and determination of this suit except with leave of the Court.
b.The Plaintiffs shall be granted controlled and supervised access to the project site strictly for purposes of inspection, valuation, and audit, upon reasonable prior notice, and in a manner that does not disrupt ongoing construction works or interfere with contractors on site.
c.The Royal Links Hospital Project shall continue without interruption. The Court is of the view that the stoppage of a healthcare infrastructure project of this magnitude would not serve the ends of justice, particularly where the dispute is compensable in monetary terms.
3. The matter is to be expedited and shall proceed to a pre-trial conference on 22nd July 2026 .
The parties to file and exchange their pleadings, statements, and documents before then.
4. The parties are strongly encouraged to explore amicable settlement either through mediation or structured reconciliation mechanisms. The Court observes that the project was conceived as a noble initiative aimed at improving healthcare delivery and reducing medical tourism, and it is in the interest of all parties that its implementation is not derailed by internal commercial disagreements.
5. Costs of the application and the preliminary objection shall be in the cause.
DATED, SIGNED AND DELIVERED AT MOMBASA THIS …13th… DAY OF …May…… 2026.
HON. LADY JUSTICE W. K. MICHENI
JUDGE
In the presence of:
Court Assistant: Bebora
Counsel for Plaintiffs: Mr Makhoha
Counsel for Defendants: Ms. Asli
Counsel for Interested Party: Ms Kasman
1. Before this Court is a Notice of Motion application dated 20th February 2026 brought by the Plaintiffs seeking, principally, orders of temporary injunction restraining the Defendants from interfering with the ongoing development known as the Royal Links Hospital Project situated on land parcels MN/I/3867 and MN/I/3868. The Plaintiffs further seek access to the project site for purposes of inspection, valuation, and related professional assessment.
2. The application is opposed. Subsequent thereto, and before determination of the application, the Defendants filed a Notice of Preliminary Objection challenging the jurisdiction of this Court on the basis that the dispute substantially concerns ownership, possession, and title to land, and therefore falls within the jurisdiction of the Environment and Land Court under Article 162(2)(b) of the Constitution and Section 13 of the Environment and Land Court Act.
3. The Preliminary Objection having been raised after filing of the substantive application, the Court deems it appropriate to first determine the jurisdictional question, as jurisdiction is foundational to the validity of all proceedings before it.
Background of the Dispute
4. The dispute arises from a joint commercial arrangement between medical professionals and corporate entities for the development of a specialist private hospital known as the Royal Links Hospital Project.
5. The Plaintiffs’ case is that the 5th Plaintiff company was incorporated as a special purpose vehicle to house a joint investment between KRIMS Healthcare Solutions, the 3rd Defendant, and the Interested Party. It is their position that the parties agreed to pool resources to acquire land and develop a modern hospital intended to serve both local and international patients.
6. It is further alleged that the suit properties, being MN/I/3867 and MN/I/3868, were acquired for the benefit of the project and that all parties made financial contributions towards the same.
7. The Plaintiffs contend that disputes later arose regarding management, financial accountability, and exclusion from decision-making processes, culminating in their alleged denial of access to the project site.
8. The Defendants, on the other hand, contend that the dispute is purely commercial in nature, arising from internal disagreements within a corporate investment structure, and that the Plaintiffs have no proprietary rights over the suit land capable of supporting injunctive relief.
Preliminary Objection on Jurisdiction
9. The Court is guided by the principle set out in Mukisa Biscuit Manufacturing Co. Ltd v West End Distributors Ltd [1969] EA 696 that a preliminary objection must raise a pure point of law which is argued on the assumption that all facts pleaded are correct and which, if successful, may dispose of the entire suit.
10. Jurisdiction is unquestionably fundamental. The Supreme Court in Owners of the Motor Vessel “Lillian S” v Caltex Oil (Kenya) Ltd [1989] KLR 1 emphatically stated that jurisdiction is everything, and in its absence, a court must lay down its tools.
11. Further, in Samuel Kamau Macharia & Another v Kenya Commercial Bank Ltd & 2 Others [2012] eKLR, the Supreme Court reiterated that a court’s jurisdiction flows from the Constitution or legislation and cannot be assumed or expanded by judicial craft.
12. The Court of Appeal in The Speaker of the National Assembly v James Njenga Karume [1992] eKLR also emphasised that where a statute provides a clear dispute resolution mechanism, it must be strictly adhered to.
13. The issue before this Court, however, is not whether jurisdiction is important, but whether the objection raised is merited and indeed points to a want of jurisdiction. We must also interrogate whether the preliminary objection qualifies as a pure point of law capable of disposal without interrogation of contested facts.
14. The pleadings reveal a dispute that is not singular in character. On one hand, it involves land ownership, possession, and development. On the other hand, it is deeply rooted in corporate shareholding, investment contributions, governance structures, fiduciary obligations, and management of a joint venture vehicle established to implement the project. The Plaint has 12 prayers, two of which touch on land and the others relate to the disputes around the shareholding and management of the company
15. Jurisdiction being paramount, the Court is enjoined to determine it on the basis of the true nature and substance of the dispute rather than the form in which it is presented. The Supreme Court in Republic v Karisa Chengo & 2 Others [2017] eKLR reaffirmed that jurisdiction is derived from the Constitution and statutes and must be exercised strictly within the allocated constitutional boundaries of each superior court.
16. However, it is equally settled that jurisdiction cannot be determined in abstraction without a clear appreciation of the factual matrix giving rise to the dispute. The Court must look at the real controversy between the parties rather than isolated aspects of pleadings.
17. In the present case, determining whether the dispute is purely a land matter or a commercial shareholder dispute would require an examination of evidence relating to contributions, agreements, corporate structure, and alleged understandings between the parties.
18. This necessarily takes the matter outside the realm of a pure point of law.
19. The Court therefore finds that the Preliminary Objection does not meet the threshold established in Mukisa Biscuit Manufacturing Co. Ltd v West End Distributors Ltd (supra) and is accordingly dismissed.
Application for Temporary Injunction
20. The Court now turns to the Notice of Motion seeking injunctive relief.
21. The principles governing interlocutory injunctions are well settled in Giella v Cassman Brown & Co. Ltd [1973] EA 358, Mrao Ltd v First American Bank of Kenya Ltd [2003] KLR 125, and Nguruman Limited v Jan Bonde Nielsen & 2 Others [2014] eKLR.
22. The Court must consider whether the Plaintiffs have established a prima facie case with a probability of success, whether they would suffer irreparable harm not compensable in damages, and, if in doubt, where the balance of convenience lies.
Prima Facie Case
23. The Plaintiffs assert that they made substantial financial contributions towards the acquisition and development of the suit property and that the project was undertaken as a joint venture under the 5th Plaintiff company.
24. They further allege that the Defendants have unilaterally taken control of the project, excluded them from participation, and interfered with their access to the project site.
25. The Defendants contest these assertions but do not entirely deny the existence of a commercial arrangement or financial participation by the Plaintiffs.
26. At this interlocutory stage, and without making final determinations on evidence, the Court is satisfied that the Plaintiffs have established an arguable prima facie case founded on alleged contributions, participation in a joint venture structure, and alleged exclusion from the project.
Irreparable Harm
27. Notwithstanding the existence of a prima facie case, the Court must consider whether the Plaintiffs would suffer irreparable harm incapable of being compensated by damages.
28. The Court finds that the dispute is fundamentally commercial in nature. The alleged contributions, shareholding interests, project participation rights, and any loss arising therefrom are all quantifiable and capable of restitution through monetary compensation, accounts, valuation, or declaratory relief.
29. The Plaintiffs have not demonstrated that the continued construction of the hospital project would result in loss that cannot be adequately remedied by damages at the conclusion of the trial.
30. On the contrary, halting a large-scale medical infrastructure project would occasion significant prejudice to the project itself, contractors, financiers, and the broader public interest in healthcare delivery.
31. The Court therefore finds that the threshold of irreparable harm has not been satisfied.
Balance of Convenience
32. The project is already underway and involves significant financial investment and ongoing contractual obligations.
33. The balance of convenience tilts in favour of allowing the project to proceed uninterrupted, subject to preservatory safeguards to protect the interests of all parties pending determination of the suit.
Final Orders
34. In the result, the Court makes the following orders.
1. The Notice of Preliminary Objection dated 9 th March 2026 is hereby dismissed for failing to meet the threshold of a pure point of law and for requiring interrogation of contested facts in determining the real nature of the dispute. Further, the disputes also relate to corporate shareholding, investment contributions, governance structures, fiduciary obligations, and the management of a joint venture vehicle established to implement the project and not the land as such.
2. As for the application dated 20 th February 2026, the court finds that the key prayers sought are not merited but the applicant partially succeeds. The Court issues the following preservatory orders:
a.The suit properties known as MN/I/3867 and MN/I/3868 shall not be sold, transferred, or otherwise alienated pending the hearing and determination of this suit except with leave of the Court.
b.The Plaintiffs shall be granted controlled and supervised access to the project site strictly for purposes of inspection, valuation, and audit, upon reasonable prior notice, and in a manner that does not disrupt ongoing construction works or interfere with contractors on site.
c.The Royal Links Hospital Project shall continue without interruption. The Court is of the view that the stoppage of a healthcare infrastructure project of this magnitude would not serve the ends of justice, particularly where the dispute is compensable in monetary terms.
3. The matter is to be expedited and shall proceed to a pre-trial conference on 22nd July 2026 .
The parties to file and exchange their pleadings, statements, and documents before then.
4. The parties are strongly encouraged to explore amicable settlement either through mediation or structured reconciliation mechanisms. The Court observes that the project was conceived as a noble initiative aimed at improving healthcare delivery and reducing medical tourism, and it is in the interest of all parties that its implementation is not derailed by internal commercial disagreements.
5. Costs of the application and the preliminary objection shall be in the cause.
DATED, SIGNED AND DELIVERED AT MOMBASA THIS …13th… DAY OF …May…… 2026.
HON. LADY JUSTICE W. K. MICHENI
JUDGE
In the presence of:
Court Assistant: Bebora
Counsel for Plaintiffs: Mr Makhoha
Counsel for Defendants: Ms. Asli
Counsel for Interested Party: Ms Kasman